As filed with the Securities and Exchange Commission on January 10, 2011
                                                 Registration No. 333-                                            

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
_______________

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 

ENCORE BRANDS, INC.
(Exact Name of Registrant as Specified in Its Charter)

Nevada
(State or Other Jurisdiction of Incorporation or Organization)
 
26-3597500
(I.R.S.  Employer Identification No.)

502 East John Street
 
Carson City, NV 89706
89706
(Address of Principal Executive Offices)
(Zip Code)

Encore Brands, Inc.
2010 Incentive Stock Plan
(Full Title of the Plan)
 
Alex G. McKean
Chief Financial Officer
Encore Brands, Inc.
502 East John Street
Carson City, NV 89706
( Name and Address of Agent For Service)
 
(310) 699-9937
(Telephone Number, Including Area Code, of Agent For Service)

Copies to :
Darrin M. Ocasio, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32 nd Floor
New York, NY 10006
Phone: (212) 930-9700
 
 
Indicate by check mark whether registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
 
Large accelerated filer
[   ]
Accelerated Filer
[   ]
 
Non-accelerated filer
[   ]
Smaller reporting company
[X]



 
 
 


CALCULATION OF REGISTRATION FEE
 
Title Of  Securities To Be Registered
Amount
To Be Registered (1)
Proposed Maximum  Offering Price
Per Share (2)
Proposed Maximum
Aggregate
Offering Price (2)
Amount Of Registration Fee (2)
Common Stock, $.001 par value per share
2,000,000 shares
$0.64
$1,280,000.00
$148.61
 
(1)  
Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Common Stock attributable to these registered shares which become issuable under the 2010 Incentive Stock Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant’s Common Stock.
   
(2)  
Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act of 1933, as amended.  The above calculation is based on the last reported price as reported on the Over the Counter Bulletin Board on January 6, 2011, which was $0.64 per share.












 
 

 








 
2
 


PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

The documents containing the information specified in Item 1 will be sent or given to participants in the Plan as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). Such documents are not required to be and are not filed with the Securities and Exchange Commission (the "SEC") either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

Item 2.  Registrant Information and Employee Plan Annual Information.

Upon written or oral request, any of the documents incorporated by reference in Item 3 of Part II of this Registration Statement (which documents are incorporated by reference in this Section 10(a) Prospectus), other documents required to be delivered to eligible employees, non-employee directors and consultants, pursuant to Rule 428(b) are available without charge by contacting:

Alex G. McKean
Chief Financial Officer
Encore Brands, Inc.
502 East John Street
Carson City, NV 89706
(310) 699-9937



















 
3
 


PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The following documents which have been filed by Encore Brands, Inc., a Nevada corporation (the “Registrant”), with the Commission are incorporated into this Registration Statement by reference:

 
·
The Registrant’s Amendment No.2 to the Annual Report on Form 10-K for the fiscal year ended September 30, 2009, filed with the Commission on November 15, 2010;
 
·
The Registrant’s Amendment No.1 to the Annual Report on Form 10-K for the fiscal year ended September 30, 2009, filed with the Commission on September 16, 2010;
 
·
The Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2009, filed with the Commission on April 30, 2010, as amended on ;
 
·
The Registrant’s Quarterly Report on Form 10-Q/A as of and for the quarter ended June 30, 2010, filed with the Commission on November 15, 2010;
 
·
The Registrant’s Quarterly Report on Form 10-Q as of and for the quarter ended June 30, 2010, filed with the Commission on August 16, 2010;
 
·
The Registrant’s Quarterly Report on Form 10-Q as of and for the quarter ended March 31, 2010, filed with the Commission on May 17, 2010;
 
·
The Registrant’s Quarterly Report on Form 10-Q as of and for the quarter ended December 31, 2009, filed with the Commission on May 10, 2010;
 
·
The Registrant’s Current Report on Form 8-K filed with the Commission on December 23, 2009; and
 
·
The description of the Registrant’s common stock contained in the Registrant’s amendment no. 6 to the registration statement on Form S-1, including any amendments or reports filed for the purpose of updating such description, which was filed with the Commission on October 6, 2009.

All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents.  Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated herein by reference modifies or supersedes such earlier statement.  Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement, except as so modified or superseded.

Item 4.  Description of Securities.

Not Applicable.
 





 
4
 

Item 5.  Interests of Named Experts and Counsel.

Not Applicable.

Item 6.  Indemnification of Directors and Officers.

Pursuant to the Articles of Incorporation and By-Laws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest.  In certain cases, we may advance expenses incurred in defending any such proceeding.  To the extent that the officer or director is successful on the merits in any such proceeding as to which such person is to be indemnified, we must indemnify him against all expenses incurred, including attorney’s fees.  With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order.  The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.
 
In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to our directors, officers and persons controlling us, we have been advised that it is the Securities and Exchange Commission’s opinion that such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is, therefore, unenforceable.

Item 7.  Exemption from Registration Claimed.

    Not applicable.
 
Item 8.  Exhibits.
 
 
Exhibit Number
 
Description
4.1
 
2010 Incentive Stock Plan
     
5.1
 
Opinion of Sichenzia Ross Friedman Ference LLP
     
23.1
 
Consent of LBB & Associates Ltd., LLP
     
23.2
 
Consent of Sichenzia Ross Friedman Ference LLP (see Exhibit 5.1)
     
24.1
 
Power of Attorney (included in signature page)









 
5
 


Item 9.  Undertakings.

(1)  The undersigned Registrant hereby undertakes:

 
(a)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 
(i)
To include any prospectus required by section 10(a)(3) of the Securities Act;
     
 
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
     
 
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
 
provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement.

 
(b)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 
(c)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(2)
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.








 
6
 

 
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Carson City, in the State of Nevada, on this 10th day of January, 2011.
  
 
ENCORE BRANDS, INC.
     
 
By:
/s/ Gareth West
   
Name:  Gareth West
   
Title:  Chief Executive Officer and Director
(Principal Executive Officer)
     
 
By:
/s/ Alex McKean
   
Name:  Alex McKean
   
Title:  Chief Financial Officer
(Principal Financial and Accounting Officer)


POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Alex McKean, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, severally, for him and in his name, place and stead, in any and all capacities, in connection with the Registrant’s Registration Statement on Form S-8 under the Securities Act of 1933, including to sign any and all amendments (including post-effective amendments or supplements) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully, to all intents and purposes, as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Name
  
Title
  
Date
         
/s/ Gareth West
  
Chief Executive Officer and Director
  
January 10, 2011
Gareth West
  
(Principal Executive Officer and Director)
  
  
  
  
  
  
  
/s/ Alex McKean
  
Chief Financial Officer
  
January 10, 2011
Alex McKean
  
(Principal Financial and Accounting Officer)
  
  
  
  
  
  
  
/s/ Eric Barlund
  
Director
  
January 10, 2011
Eric Barlund
  
  
  
  
  
  
  
  
  
/s/ Murray Williams
  
Director
  
January 10, 2011
Murray Williams
  
  
  
  
 










 
 

 
7
 


Exhibit Index


Exhibit Number
 
Description
4.1
 
2010 Incentive Stock Plan
     
5.1
 
Opinion of Sichenzia Ross Friedman Ference LLP
     
23.1
 
 Consent of LBB & Associates Ltd., LLP
     
23.2
 
Consent of Sichenzia Ross Friedman Ference LLP (see Exhibit 5.1)
     
24.1
 
Power of Attorney (included in signature page)



 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 


 
8
 

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